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<br />"Government Approval" shall mean (a) any authorization, consent, approval,
<br />license, lease, ruling, permit, tariff, rate, certification, exemption, filing, variance, claim, order,
<br />judgment, decree or publication of, by or with, (b) any notice to, (c) any declaration of or with or
<br />(d) any registration by or with, or any other action or deemed action by or for the benefit of, any
<br />Government Authority.
<br />
<br />"Government Authority" shall mean any United States federal, state, municipal,
<br />local, territorial, or other governmental department, commission, board, bureau, agency,
<br />regulatory authority, instrumentality, judicial or administrative body, domestic or foreign.
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<br />"Other Proiects" means the Blackstone Project, the Bellingham Project, the
<br />Milford Project and the Midlothian Project, as those terms are defined in the Credit Agreement.
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<br />"Person" shall mean any individual, firm, corporation, company, voluntary
<br />association, partnership, joint venture, trust, unincorporated organization or Government
<br />Authority, committee, authority or any other body whether incorporated or unincorporated.
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<br />2. Representations. The Obligor hereby represents to the Collateral Agent
<br />and each of the Secured Parties that:
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<br />(a) The Obligor is a municipal corporation duly organized, validly existing and in
<br />good standing under the laws of the State of Texas.
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<br />(b) The Obligor has the full corporate power, authority and right to execute,
<br />deliver and perform its obligations hereunder and under the Assigned Agreements. The
<br />execution, delivery and performance by the Obligor of this Consent and Agreement and each of
<br />the Assigned Agreements and the consummation of the transactions contemplated hereby and
<br />thereby have been duly authorized by all necessary corporate action. This Consent and
<br />Agreement and each of the Assigned Agreements have been duly executed and delivered by the
<br />Obligor and constitute the legal, valid and binding obligations of the Obligor enforceable against
<br />the Obligor in accordance with their respective terms, except as the enforceability thereof may be
<br />limited by (i) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the
<br />enforcement of creditors' rights generally and (ii) the application of general principles of equity
<br />or law (regardless of whether such enforceability is considered in a proceeding at law or in
<br />equity). The Obligor has not assigned any of the Assigned Agreements or this Consent and
<br />Assignment or any interest herein or therein.
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<br />(c) The Obligor knows of no Government Approval required that has not been
<br />obtained for the execution, delivery or performance of this Consent and Agreement and any of
<br />the Assigned Agreements by the Obligor.
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<br />SAN MARCOS CONSENT AND AGREEMENT
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<br />DC! :#8062372v6
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